Last Updated: September 27, 2025
These General Terms and Conditions ("Terms") constitute a Master Services Agreement (MSA) and govern the provision of all consulting, technology, software, and marketing services ("Services") by Omni Food Network Inc. ("Consultant," "We," "Us," or "Our") to the client ("Client" or "You").
1.1. Agreement Structure: These Terms form the general framework for our relationship. The specific details of the Services (including Enterprise IT Solutions, Restaurant OS, Digital Marketing, Consulting, etc.), deliverables, timelines, and fees will be defined in separate, mutually executed Statements of Work (each, an "SOW").
1.2. SOW Precedence: Each SOW is subject to these Terms. In the event of a conflict, the terms specific to the SOW shall govern, but only to the extent necessary to resolve the conflict.
1.3. Engagement: The Agreement becomes effective upon the earliest of: (a) mutual execution of an SOW; or (b) payment of the Consultant's initial invoice for Services.
2.1. Standard of Performance: The Consultant shall perform the Services in a professional, timely, and competent manner, in accordance with the specifications detailed in the applicable SOW.
2.2. Client Cooperation: The Client agrees to provide timely access to necessary resources, personnel, systems, and information as reasonably requested by the Consultant to perform the Services. Delays caused by the Client's failure to cooperate may result in schedule adjustments and potential additional fees.
2.3. Platform Access and Use: Where Services involve the Restaurant OS (POS/CRM) or Cloud Restaurant platform, the Client is granted a non-exclusive, non-transferable license to use the software solely for internal business operations during the term of the engagement. The Client is responsible for maintaining the security of all login credentials.
3.1. Fees: The Client shall pay the Consultant the fees specified in the SOW.
3.2. Payment Terms: Unless otherwise specified, all invoices are due and payable within thirty (30) days of the invoice date.
3.3. Late Payments: Overdue amounts may be subject to an interest charge of 1.5% per month, or the maximum rate permitted by law, whichever is lower.
3.4. Taxes: All fees are exclusive of any applicable taxes, which shall be the sole responsibility of the Client.
4.1. Consultant IP: All intellectual property owned or developed by the Consultant prior to or independently of this Agreement, including the core software, proprietary methodologies, algorithms, and documentation (Restaurant OS, Delivery System logic), shall remain the sole and exclusive property of the Consultant.
4.2. Work Product: All custom deliverables, reports, digital campaign creatives, and configuration files created specifically for the Client during the performance of the Services ("Work Product") shall become the property of the Client upon receipt of final payment for that SOW.
4.3. Client Data: All data input by the Client or generated by the Client's End Customers via the platforms (as defined in the Privacy Policy) remains the sole property of the Client.
The parties agree to hold in strict confidence all proprietary or confidential information disclosed by the other party (including business plans, customer lists, pricing, and unreleased software features). This obligation shall survive the termination of this Agreement for a period of three (3) years.
6.1. Consultant Warranty: The Consultant warrants that the Services will be performed in a professional and workmanlike manner. The Client's sole remedy for breach of this warranty is the re-performance of the non-conforming Service at the Consultant’s expense.
6.2. Third-Party Products: The Consultant makes no warranties regarding any third-party products, services, or hardware integrated into the Services (e.g., third-party payment gateways), and expressly disclaims liability for their performance.
7.1. Cap on Liability: TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE CONSULTANT’S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR ANY SOW SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO THE CONSULTANT FOR THE SPECIFIC SERVICES UNDER THE RELEVANT SOW IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
7.2. Exclusion of Damages: IN NO EVENT SHALL THE CONSULTANT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, DATA, REVENUE, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.1. Termination for Convenience: Either party may terminate an SOW or this MSA for convenience by providing thirty (30) days written notice to the other party. Upon termination, the Client shall pay for all Services performed and expenses incurred up to the effective date of termination.
8.2. Termination for Cause: Either party may terminate an SOW or this MSA immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within fifteen (15) days of receiving written notice.
These Terms shall be governed by and construed in accordance with the laws of Province of British Columbia, without regard to its conflict of laws principles. The parties agree to first attempt resolution of any dispute through good faith negotiation.